Exhibit 10.10


 


FORWARD PURCHASE AGREEMENT


 


This Forward Purchase Agreement (this “Agreement”)
is entered into as of July 31, 2020, by and between Foley Trasimene Acquisition Corp. II, a Delaware corporation (the “Company”)
and Cannae Holdings, Inc., a Delaware corporation (the “Purchaser”).


 


WHEREAS, the Company was incorporated for
the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses (a “Business Combination”);


 


WHEREAS, the Company has confidentially
submitted to the U.S. Securities and Exchange Commission (the “SEC”) a draft registration statement on Form
S-1 (the “Registration Statement”) for its initial public offering (“IPO”) of units (the
“Public Units”) at a price of $10.00 per Public Unit, each comprised of one share of Class A common stock of
the Company, par value $0.0001 per share (the “Class A Share(s)”), and one-third of one redeemable warrant,
where each whole redeemable warrant is exercisable to purchase one Class A Share at an exercise price of $11.50 per share (the
“Warrant(s)”). Only whole Warrants are exercisable. A holder of Warrants will not be able to exercise any fraction
of a Warrant. The Company shall not issue fractional Warrants other than as part of the Public Units. If, upon the detachment of
the Warrants from the Public Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company
shall round down to the nearest whole number the number of Warrants to be issued to such holder;


 


WHEREAS, following the closing of the IPO
(the “IPO Closing”), the Company will seek to identify and consummate a Business Combination;


 


WHEREAS, the parties wish to enter into
this Agreement, pursuant to which immediately prior to the closing of the Company’s initial Business Combination (the “Business
Combination Closing”), the Company shall issue and sell, and the Purchaser shall purchase, on a private placement basis,
15,000,000 Class A Shares (the “Forward Purchase Shares”) and 5,000,000 Warrants (the “Forward Purchase
Warrants” and together with the Forward Purchase Shares, the “Forward Purchase Securities”) on the
terms and conditions set forth herein;


 


NOW, THEREFORE, in consideration of the
premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


		1.	Sale and Purchase.



 


(a)           Forward
Purchase Securities.


 


(i)              The
Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Forward Purchase Shares
and the Forward Purchase Warrants for an aggregate purchase price of $150,000,000 (the “FPS Purchase Price”).


 






     


     


    

 


(ii)             Each
Forward Purchase Warrant will have the same terms as each Warrant sold as part of the Public Units in the IPO (“Public
Warrants”), and will be subject to the terms and conditions of the Warrant Agreement to be entered into between the
Company and Continental Stock Transfer & Trust Company, as Warrant Agent, in connection with the IPO (the “Warrant
Agreement”). Each Forward Purchase Warrant will entitle the holder thereof to purchase one Class A Share at a price
of $11.50 per share, subject to adjustment as described in the Warrant Agreement, and only whole Forward Purchase Warrants will
be exercisable. The Forward Purchase Warrants will become exercisable on the later of 30 days after the Business Combination Closing
and 12 months from the closing of the IPO, and will expire five years after the Business Combination Closing or earlier upon redemption
or the liquidation of the Company, as described in the Warrant Agreement.


 


(iii)           
The Company shall require the Purchaser to purchase the Forward Purchase Securities by delivering notice to the Purchaser,
at least ten (10) Business Days before the funding of the FPS Purchase Price to the Escrow Account (defined below), specifying
the anticipated date of the Business Combination Closing and instructions for wiring the FPS Purchase Price to an account of a
third-party escrow agent (the “Escrow Account”) which shall be the Company’s transfer agent (the “Escrow
Agent”) pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”).
At least two (2) Business Days before the anticipated date of the Business Combination Closing specified in such notice, the Purchaser
shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such notice, to be held in escrow pending
the Business Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser
delivers the FPS Purchase Price to the Escrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically
return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall
not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. For the purposes of this Agreement,
“Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on
which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.


 


(iv)            The
closing of the sale of the Forward Purchase Securities (the “FPS Closing”) shall be held on the same date and
immediately prior to the Business Combination Closing (such date being referred to as the “Closing Date”).
At the FPS Closing, the Company will issue to the Purchaser the Forward Purchase Securities, each registered in the name of the
Purchaser, against (and concurrently with) release of the FPS Purchase Price by the Escrow Agent to the Company.


 


(b)           Delivery
of Forward Purchase Securities.


 


(i)              The
Company shall register the Purchaser as the owner of the Forward Purchase Securities purchased by the Purchaser hereunder (individually
or collectively, the “Securities”) with the Company’s transfer agent by book entry on or promptly after
(but in no event more than two (2) Business Days after) the date of the FPS Closing.


 






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(ii)             Each
register and book entry for the Securities shall contain a notation, and each certificate (if any) evidencing the Securities shall
be stamped or otherwise imprinted with a legend, in substantially the following form:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED
IN VIOLATION OF SUCH ACT AND LAWS.”


 


(c)           Legend Removal. If the Securities are eligible to be sold without restriction under, and without the Company being
in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”), then at the Purchaser’s request, the Company will cause the Company’s transfer agent to remove the
legend set forth in Section 1(b)(ii). In connection therewith, if required by the Company’s transfer agent, the Company
will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations,
certificates and directions required by the transfer agent that authorize and direct the transfer agent to transfer such Securities
without any such legend; provided, however, that the Company will not be required to deliver any such opinion, authorization
or certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of Securities
in violation of applicable law.


 


(d)           Registration Rights. The Purchaser shall have registration rights with respect to the Forward Purchase Securities
as set forth on Exhibit A (the “Registration Rights”).


 


		2.	Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows, as of the
date hereof:



 


(a)           Organization
and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of incorporation
or organization and has all requisite power and authority to carry on its business as presently conducted and as proposed to be
conducted.


 


(b)           Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed
and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable in accordance
with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
any other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies, or (c) to the extent the indemnification
provisions contained in the Registration Rights may be limited by applicable federal or state securities laws.


 


(c)           Governmental
Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration
or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with
the consummation of the transactions contemplated by this Agreement.


 






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(d)           Compliance
with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation
by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any
provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or
by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under
any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of
federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would
have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this
Agreement.


 


(e)           Purchase
Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation
to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase
Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee
or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention
of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement,
the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement
with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Forward
Purchase Securities. For purposes of this Agreement, “Person” means an individual, a limited liability company,
a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or
any department or agency thereof.


 


(f)            Disclosure
of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs
and the terms and conditions of the offering of the Forward Purchase Securities, as well as the terms of the Company’s proposed
IPO, with the Company’s management.


 


(g)           Restricted
Securities. The Purchaser understands that the offer and sale of the Forward Purchase Securities to the Purchaser has not
been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration
provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and
the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward
Purchase Securities are “restricted securities” under applicable U.S. federal and state securities laws and that,
pursuant to these laws, the Purchaser must hold the Forward Purchase Securities indefinitely unless they are registered with
the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is
available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase
Securities, or any Class A Shares into which the Forward Purchase Securities may be converted into or exercised for, for
resale, except for the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or
qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner
of sale, the holding period for the Forward Purchase Securities, and on requirements relating to the Company which are
outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The
Purchaser acknowledges that the Company confidentially submitted the Registration Statement for its proposed IPO to the SEC
for review. The Purchaser understands that the offering of the Forward Purchase Securities is not, and is not intended to be,
part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with
respect to such Forward Purchase Securities.


 






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(h)           No Public Market. The Purchaser understands that no public market now exists for the Securities, and that the Company
has made no assurances that a public market will ever exist for the Securities.


 


(i)            High Degree of Risk. The Purchaser understands that its agreement to purchase the Securities involves a high degree
of risk which could cause the Purchaser to lose all or part of its investment.


 


(j)            Accredited Investor. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation
D promulgated under the Securities Act.


 


(k)           No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders
or partners has either directly or indirectly, including, through a broker or finder (i) to its knowledge, engaged in any general
solicitation, or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Securities.


 


(l)            Non-Public
Information. The Purchaser acknowledges its obligations under applicable securities laws with respect to the treatment of
material non-public information relating to the Company.


 


(m)           Adequacy
of Financing. The Purchaser has available to it sufficient funds to satisfy its obligations under this Agreement.


 


(n)           Affiliation
of Certain FINRA Members. The Purchaser is neither a person associated nor affiliated with Credit Suisse Securities (USA)
LLC (“Credit Suisse”), BofA Securities, Inc. (“BofA Securities”) or, to its actual knowledge,
any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the IPO.


 


(o)           No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained
in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting
on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes
or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering,
and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties
expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto,
the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been
made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company
Parties”).


 






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		3.	Representations and Warranties of the Company. The Company represents and warrants to the Purchaser as follows:



 


(a)            Incorporation and Corporate Power. The Company is duly incorporated and validly existing and in good standing as
a corporation under the laws of the state of Delaware and has all requisite corporate power and authority to carry on its business
as presently conducted and as proposed to be conducted. The Company has no subsidiaries.


 


(b)           Capitalization. The authorized capital stock of the Company consists, as of the date hereof, of:


 


(i)              800,000,000 Class A Shares, par value $0.0001 per share, none of which are issued and outstanding.


 


(ii)             80,000,000
shares of Class B common stock of the Company, par value $0.0001 per share (“Class B Shares”), 34,500,000
of which are issued and outstanding (up to  4,500,000 shares of which are subject to forfeiture to the extent the
underwriters’ over-allotment option in connection with the IPO is not exercised in full) and held by Trasimene Capital
FT, LP II, a Delaware limited partnership (the “Sponsor”). All of the issued and outstanding Class B
Shares have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal
and state securities laws.


 


(iii)           
1,000,000 preferred shares, par value $0.0001 per share, none of which are issued and outstanding.


 


(c)           Authorization. All corporate action required to be taken by the Company’s Board of Directors and stockholders
in order to authorize the Company to enter into this Agreement, and to issue the Forward Purchase Securities at the FPS Closing,
and the securities issuable upon conversion or exercise of the Forward Purchase Securities, has been taken or will be taken prior
to the FPS Closing, as applicable. All action on the part of the stockholders, directors and officers of the Company necessary
for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be
performed as of the FPS Closing, and the issuance and delivery of the Forward Purchase Securities and the securities issuable upon
conversion or exercise of the Forward Purchase Securities has been taken or will be taken prior to the FPS Closing. This Agreement,
when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights may be limited by applicable
federal or state securities laws.


 






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(d)           Valid Issuance of Securities.


 


(i)              The
Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth
in this Agreement, and the Company’s amended and restated certificate of incorporation (the
“Charter”) and amended and restated bylaws (the “Bylaws”), and the securities issuable
upon conversion of exercise of the Forward Purchase Securities, when issued in accordance with the terms of the Forward
Purchase Securities and this Agreement, will be validly issued, fully paid and nonassessable and free of all preemptive or
similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other
than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or
encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this
Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Securities and the
securities issuable upon conversion of the Forward Purchase Securities will be issued in compliance with all applicable
federal and state securities laws.


 


(ii)             No
“bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below),
except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered
Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the
Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).


 


(e)           Governmental
Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement,
no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any
federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the
transactions contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act, and applicable
state securities laws.


 


(f)            Compliance
with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in any violation or default (i) of any provisions of the Company’s Charter,
Bylaws or its other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by
which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any
lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal
or state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material
adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.


 


(g)           Operations.
As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations
other than organizational activities and activities in connection with offerings of the Securities and securities in the IPO.


 


(h)           Foreign
Corrupt Practices. Neither the Company, nor any director, officer, agent, employee or other Person acting on behalf of
the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in
violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe,
rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or
employee.


 






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(i)            Compliance with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times
in compliance with applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money
laundering laws and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of
1970, as amended, the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the
rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced
by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding
by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money
Laundering Laws is pending or, to the knowledge of the Company, threatened.


 


(j)            Absence
of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the
Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities
as such.


 


(k)           No
General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or shareholders has either
directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement
in connection with the offer and sale of the Securities.


 


(l)            No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained
in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes
or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering,
the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except
for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any
certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other
representations or warranties that may have been made by the Purchaser Parties.


 


		4.	Right of First Offer. Subject to the terms and conditions of this Section 4, if, in connection
with or prior to the Business Combination Closing, the Company proposes to raise additional capital by issuing any equity securities,
or securities convertible into, exchangeable or exercisable for equity securities, other than the Public Units (and their component
Class A Shares (the “Public Shares”) and Public Warrants) and Excluded Securities (as defined below) (“New
Equity Securities”), the Company shall first make an offer of the New Equity Securities to the Purchaser in accordance
with the following provisions of this Section 4:



 


(a)           Offer Notice.


 


(i)              The Company shall give written notice (the “Offering Notice”) to the Purchaser stating its bona
fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and
conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities.


 






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(ii)             The
Offering Notice shall constitute the Company’s offer to sell the New Equity Securities to the Purchaser, which offer shall
be irrevocable for a period of ten (10) Business Days (the “ROFO Notice Period”).


 


(b)           Exercise of Right of First Offer.


 


(i)                
Upon receipt of the Offering Notice, the Purchaser shall have until the end of the ROFO Notice Period to offer to purchase
all (but not less than all) of the New Equity Securities by delivering a written notice (a “ROFO Offer Notice”)
to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any
ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser.


 


(ii)             If the Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period, the Purchaser shall be deemed to have
waived all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under
this Section 4, and the Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s New Equity
Securities to any third party without any further obligation to the Purchaser pursuant to this Section 4 within the ninety (90)
day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions
not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an
agreement to sell the Purchaser’s New Equity Securities within such ninety (90) day period, the rights provided hereunder
shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to
the Purchaser in accordance with this Section 4.


 


(c)            Excluded Securities. For purposes hereof, the term “Excluded Securities” means Class B Shares
(and Class A Shares for which such Class B Shares are convertible) issued to the Sponsor prior to the IPO, private placement warrants
issued by the Company to the Sponsor or an affiliate thereof in connection with the IPO and which have the same exercise price
as the Warrants (the “Private Placement Warrants”), warrants issued upon the conversion of working capital loans
to the Company to be made by the Sponsor or an affiliate thereof to finance transaction costs in connection with an intended initial
Business Combination (up to $1,500,000 of which may be convertible at the option of the lender into warrants of the post-Business
Combination entity having the same terms as the Private Placement Warrants at a price of $1.50 per warrant (the “Working
Capital Loans”)), any securities issued by the Company as consideration to any seller in the Business Combination, any
Warrants or Class A Shares, Class B Shares (and Class A Shares for which such Class B Shares are convertible or Class A Shares
issuable upon exercise of such Warrants) issued pursuant to forward purchase contracts entered into prior to the IPO Closing with
the Purchaser.


 






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(d)           Additional
Private Placements. Notwithstanding anything to the contrary contained herein, prior to the IPO, the Company will not issue
or agree to issue any securities (other than Forward Purchase Securities in the amounts set forth in this Agreement, Private Placement
Warrants and the securities to be issued in the IPO) without the Purchaser’s prior written consent.


 


		5.	Additional Agreements, Acknowledgements and Waivers of the Purchaser.



 


(a)           Trust Account.


 


(i)              The
Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account”)
for the benefit of its public stockholders upon the closing of the IPO. The Purchaser, for itself and its affiliates, hereby agrees
that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of
the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser
may have in respect of any Class A Shares held by it.


 


(ii)             The
Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect
of any Class A Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser
shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any
monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class
A Shares held by it.


 


(b)           No Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant
to any understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination
Closing. For purposes of this Section 5, “Short Sales” shall include, without limitation, all “short
sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) and all types of direct and indirect stock pledges (other than pledges in the ordinary course
of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements
(including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.


 


(c)           Voting.
The Purchaser hereby agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, the Purchaser shall vote any Class A Shares owned by it in favor of any proposed Business
Combination. If the Purchaser fails to vote any Class A Shares it is required to vote hereunder in favor of a Proposed Business
Combination, the Purchaser hereby grants hereunder to the Company and any representative designated by the Company without further
action by the Purchaser a limited irrevocable power of attorney to effect such vote on behalf of the Purchaser, which power of
attorney shall be deemed to be coupled with an interest.


 






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(d)              
 NYSE Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of the Class
A Shares on the New York Stock Exchange (or another national securities exchange).


 


		6.	FPS Closing Conditions.



 


(a)              
The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall
be subject to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent
permitted by applicable laws, may be waived by the Purchaser:


 


(i)                
The Business Combination shall be consummated substantially concurrent with, and immediately following, the purchase of
Forward Purchase Securities;


 


(ii)             
The Company shall have delivered to such Purchaser a certificate evidencing the Company’s good standing as a Delaware
corporation, as of a date within ten (10) Business Days of the FPS Closing;


 


(iii)           
The representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and
correct as of the date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though
such representations and warranties had been made on and as of such date (other than any such representation or warranty that is
made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure
to be so true and correct would not have a material adverse effect on the Company or its ability to consummate the transactions
contemplated by this Agreement;


 


(iv)            
The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the FPS Closing; and


 


(v)              
No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental,
regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or
prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Securities.


 


(b)              
The obligation of the Company to sell the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject
to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by
applicable laws, may be waived by the Company:


 


(i)                
The Business Combination shall be consummated substantially concurrent with, and immediately following, the purchase of
Forward Purchase Securities;


 


(ii)              The
representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and
correct as of the date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect as
though such representations and warranties had been made on and as of such date (other than any such representation or
warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except
where the failure to be so true and correct would not have a material adverse effect on the Purchaser or its ability to
consummate the transactions contemplated by this Agreement;


 






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(iii)           
The Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the FPS Closing; and


 


(iv)            
No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental,
regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or
prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Securities.


 


		7.	Termination. This Agreement may be terminated at any time prior to the FPS Closing:



 


(a)              
by mutual written consent of the Company and the Purchaser; or


 


(b)              
automatically


 


(i)               if
the IPO is not consummated on or prior to twenty-four months from the date of this Agreement; or


 


(ii)             
if the Business Combination is not consummated within 24 months from the closing of the IPO, or such later date as may be
approved by the Company’s shareholders.


 


(iii)           
 upon the death of William P. Foley, II;


 


(iv)            
if William P. Foley, II, the Sponsor or the Company becomes subject to any voluntary or involuntary petition under the United
States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being
filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of William P. Foley, II,
the Sponsor or the Company, in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment;
or


 


(v)              if William P. Foley, II is convicted in a criminal proceeding for a crime involving fraud or dishonesty.


 


In the event of any termination of
this Agreement pursuant to this Section 8, the FPS Purchase Price (and interest thereon, if any), if previously paid,
and all Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this
Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the
Company and their respective directors, officers, employees, partners, managers, members, or stockholders and all rights and
obligations of each party shall cease; provided, however, that nothing contained in this Section 8 shall
relieve either party from liabilities or damages arising out of any fraud or willful breach by such party of any of its
representations, warranties, covenants or agreements contained in this Agreement.


 






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		8.	General Provisions.



 


(a)              
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall
be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when
sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal
business hours, then on the recipient’s next Business Day, (c) five (5) Business Days after having been sent by registered
or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized
overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications
sent to the Company shall be sent to:


 


Foley Trasimene Acquisition Corp. II

1701 Village Center Circle

Las Vegas, NV 89134

Attn: Michael L. Gravelle, General Counsel and Corporate Secretary

email: MGravelle@fnf.com


 


with a copy to the Company’s counsel at:


 


Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attn: Alexander D. Lynch, Esq.

email: Alex.Lynch@weil.com

fax: (212) 310-8007


 


All communications to the Purchaser shall
be sent to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address, facsimile number
(if any) or address as subsequently modified by written notice given in accordance with this Section 9(a).


 


(b)              
No Finder’s Fees. Other than fees payable to Credit Suisse or BofA Securities, which shall be the responsibility
of the Company, each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection
with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission
or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses
of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives
is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation
in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending
against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.


 






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(c)              
 Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive
the FPS Closing.


 


(d)              
Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant
hereto or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject
matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.


 


(e)              
Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement
are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing
in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors
and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.


 


(f)               
Assignments. Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior written approval of the other parties except that the
Purchaser may assign its rights, interests, or obligations hereunder to any of its affiliates.


 


(g)              
Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original
but all of which together will constitute one and the same instrument.


 


(h)              
Headings. The section headings contained in this Agreement are inserted for convenience only and will not affect
in any way the meaning or interpretation of this Agreement.


 


(i)                
Governing Law. This Agreement, the entire relationship of the parties hereto, and any dispute between the parties
(whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted
pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.


 


(j)                
Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts
of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of
any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or
other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court
for the Southern District of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise,
in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts,
that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not
be enforced in or by such court.


 






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(k)              
 Waiver of Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with any litigation
pursuant to this Agreement and the transactions contemplated hereby.


 


(l)                
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except with the
prior written consent of the Company and the Purchaser, except for an amendment, modification or waiver that (i) modifies the amount
or price of the Forward Purchase Securities to be sold hereunder, or (ii) inserts or modifies any material economic or non-economic
provision of this Agreement applicable to the Purchaser, which shall in each case also require the written consent of the Purchaser.


 


(m)            
Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of
any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision
of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator,
or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator,
or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such
that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable
and will be enforced.


 


(n)              
Expenses. The Company will bear its own and the Purchaser’s costs and expenses incurred in connection with
the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including
all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible
for the fees of its transfer agent; stamp taxes and all of The Depository Trust Company’s fees associated with the issuance
of the Forward Purchase Securities and the securities issuable upon conversion or exercise of the Forward Purchase Securities.


 


(o)               Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question
of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision
of this Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended
and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words
“include,” “includes,” and “including” will be deemed to be followed
by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include
any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context
otherwise requires. The words “this Agreement,” “herein,” “hereof,”
“hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole
and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation,
warranty, and covenant contained herein will have independent significance. If any party hereto has breached any
representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation,
warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party
hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first
representation, warranty, or covenant.


 






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(p)              
Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder,
whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty
or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.


 


(q)              
Confidentiality. Except as may be required by law, regulation or applicable stock exchange listing requirements,
unless and until the transactions contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed
by the Company, the parties hereto shall keep confidential and shall not publicly disclose the existence or terms of this Agreement.


 


(r)               
Specific Performance. The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement
was not performed by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to specific performance
of the terms hereof, in addition to any other remedy at law or equity.


 


(s)               
Most Favored Nations. The Company hereby represents and warrants that as of the date hereof, and covenants and agrees
that after the date hereof, none of the agreements with any other Person for the purchase of Class A Shares or Warrants includes
or will include terms, rights or other benefits that are more favorable, in any material respect, to such other Person than the
terms, rights and benefits in favor of the Purchaser under this Agreement, and the Company will not amend any of the terms, rights
or benefits in, or waive any material obligation under, any of the agreements with such other Person unless, in any such case,
the Purchaser has been offered in writing the opportunity to concurrently receive the benefits of all such terms, rights and benefits
or waiver. The Purchaser shall notify the Company in writing, within ten (10) days after the date it has been offered the opportunity
to receive the benefit of such terms, rights, benefits or waiver, of its election to receive any such term, right, benefit or waiver
so offered.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the undersigned
have executed this Agreement to be effective as of the date first set forth above.


 


	 	PURCHASER:
	 	 	 
	 	CANNAE HOLDINGS, INC.
	 	 	 
		By:	/s/ Michael L. Gravelle
	 	 	Name:	 Michael L. Gravelle
	 	 	Title:	Executive Vice President, General Counsel and Corporate Secretary
	 	 	 	 
	 	COMPANY:
	 	 	 	 
	 	FOLEY TRASIMENE ACQUISITION CORP. II
	 	 	 	 
	 	By:	/s/ Michael L. Gravelle
	 	 	Name:	Michael L. Gravelle
	 	 	Title:	General Counsel and Corporate
Secretary





 






     


     


    

 








Exhibit A

Registration Rights


 


1.       Within
thirty (30) days after the Business Combination Closing, the Company shall use reasonable best efforts (i) to file a registration
statement on Form S-1, to the extent the Company is required to use such form, for a secondary offering (including any successor
registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Class
A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares
that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing
and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and
(y) by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation
or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act;
provided that if Form S-3 is available for such a registration, the Company shall register the resale of the Registrable
Securities on Form S-3 as soon as such form is available and such Form S-3 shall also be deemed to be a Resale Shelf, (ii) to cause
the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain the effectiveness
of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the date on which the
Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all of the Purchaser’s
Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation (including without volume
or manner of sale restrictions) under Rule 144 under the Securities Act.


 


2.       In
the event the Company is prohibited by applicable rule, regulation or interpretation by the staff (“Staff”)
of the Securities and Exchange Commission (“SEC”) from registering all of the Registrable Securities on the
Resale Shelf or the Staff requires that the Purchaser be specifically identified as an “underwriter” in order to permit
such registration statement to become effective, and such Purchaser does not consent in writing to being so named as an underwriter
in such registration statement, the number of Registrable Securities to be registered on the Resale Shelf will be reduced on a
pro rata basis among all the holders of Registrable Securities to be so included, unless otherwise required by the Staff, so that
the number of Registrable Securities to be registered is permitted by Staff and such Purchaser is not required to be named as an
“underwriter”; provided, that any Registrable Securities not registered due to this paragraph 2 shall thereafter
as soon as allowed by the SEC guidance be registered to the extent the prohibition no longer is applicable.


 


3.       If
at any time the Company proposes to file a registration statement (a “Registration Statement”) on its own
behalf, or on behalf of any other Persons who have registration rights (“Other Holders”), relating to an
underwritten offering of shares of common stock (a “Company Offering”), then the Company will provide the
Purchaser (the “Piggyback Holder”) with notice in writing (an “Offer Notice”) at least
five (5) Business Days prior to such filing, which Offer Notice will offer to include in the Registration Statement a minimum
of 1,000,000 “Registrable Securities” (as defined under the Piggyback Holder’s agreement governing
registration rights) of the Piggyback Holder (collectively “Piggyback Securities”). Within five (5)
Business Days (or, in the case of an Offer Notice delivered to the Purchaser in connection with an Underwritten Shelf
Takedown (as described below), within three (3) Business Days) after receiving the Offer Notice, the Piggyback Holder may
make a written request (a “Piggyback Request”) to the Company to include some or all of the Piggyback
Holder’s Registrable Securities in the Registration Statement. If the underwriter(s) for any Company Offering advise
the Company that marketing factors require a limitation on the number of securities that may be included in the Company
Offering, the number of securities to be so included shall be allocated as follows: (i) first, to the Company and the Other
Holders, if any; and (ii) second, to the Piggyback Holder based on the pro rata percentage of Piggyback Securities held by
the Piggyback Holder and requested to be included in the Company Offering.


 






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4.       At
any time during which the Company has an effective Resale Shelf with respect to the Purchaser’s Registrable Securities, the
Purchaser may make a written request (which request shall specify the intended method of disposition thereof) (a “Shelf
Takedown Request”) to the Company to effect a sale, of all or a portion of the Purchaser’s Registrable Securities
that are covered by the Resale Shelf, and the Company shall use commercially reasonable efforts to file a prospectus supplement
(a “Shelf Takedown Prospectus Supplement”) for such purpose as soon as reasonably practicable following receipt
of a Shelf Takedown Request. The Purchaser may request that any such sale be conducted as an underwritten public offering (an “Underwritten
Shelf Takedown”).


 


5.       The
determination of whether any offering of Registrable Securities pursuant to the Resale Shelf or a Shelf Takedown Prospectus Supplement
will be an underwritten offering shall be made in the sole discretion of the Purchaser, after consultation with the Company, and
the Purchaser shall have the right, after consultation with the Company, to determine the plan of distribution, including the price
at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees (and the Requesting Holders
shall not have the right to make any determinations other than whether they wish to include their Requesting Holder Securities
in the prospectus supplement). The Purchaser shall select the investment banker or bankers and managers to administer the offering,
including the lead managing underwriter (provided that such investment banker or bankers and managers shall be reasonably satisfactory
to the Company).


 


6.       In
connection with any underwritten offering, the Company shall enter into such customary agreements and take all such other actions
in connection therewith (including those requested by the Purchaser) in order to facilitate the disposition of such Registrable
Securities as are reasonably necessary or required, and in such connection enter into a customary underwriting agreement that provides
for customary opinions, comfort letters and officer’s certificates and other customary deliverables and make management and
its own accountants available for any due diligence sessions and make management reasonably available for a road show.


 


7.       The
Company shall pay all fees and expenses incident to the performance of or compliance with its obligation to prepare, file and
maintain the Resale Shelf (including the fees of its counsel and accountants). The Company shall also pay all Registration
Expenses. For purposes of this paragraph 7, “Registration Expenses” shall mean the out-of-pocket expenses
of a Company Offering or Underwritten Shelf Takedown, including, without limitation, the following: (i) all registration and
filing fees (including fees with respect to filings required to be made with FINRA) and any securities exchange on which the
Registrable Securities are then listed; (ii) fees and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the
Registrable Securities); (iii) printing, messenger, telephone and delivery expenses; (iv) reasonable fees and disbursements
of counsel for the Company; (v) reasonable fees and disbursements of all independent registered public accountants of the
Company incurred specifically in connection with such Underwritten Shelf Takedown; and (vi) reasonable fees and expenses of
one legal counsel selected by the holders of a majority of the Registrable Securities, who will represent all the selling
shareholders.


 






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8.       The
Company may suspend the use of a prospectus included in the Resale Shelf by furnishing to the Purchaser a written notice (“Suspension
Notice”) stating that in the good faith judgment of the Company, it would be either (i) prohibited by the Company’s
insider trading policy (as if the Purchaser were covered by such policy) or (ii) materially detrimental to the Company and its
stockholders for such prospectus to be used at such time. The Company’s right to suspend the use of such prospectus under
clause (ii) of the preceding sentence may be exercised for a period of not more than sixty (60) days after the date of such notice
to the Purchaser; provided such period may be extended for an additional thirty (30) days with the consent of a majority-in-interest
of the holders of Registrable Securities covered by the Resale Shelf, which consent shall not be unreasonably withheld; provided
further, that such right to suspend the use of a prospectus shall be exercised by the Company not more than once in any twelve
(12) month period. A holder of Registrable Securities shall not effect any sales of Registrable Securities pursuant to the Resale
Shelf at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice
(as defined below). The holders may recommence effecting sales of the Registrable Securities pursuant to the Resale Shelf following
further written notice to such effect (an “End of Suspension Notice”) from the Company to the holders. The Company
shall act in good faith to permit any suspension period contemplated by this paragraph to be concluded as promptly as reasonably
practicable.


 


9.       The
Purchaser agrees that, except as required by applicable law, the Purchaser shall treat as confidential the receipt of any Suspension
Notice (provided that in no event shall such notice contain any material nonpublic information of the Company) hereunder
and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company
until such time as the information contained therein is or becomes public, other than as a result of disclosure by a holder of
Registrable Securities in breach of the terms of this Agreement.


 


10.       The
Company shall indemnify and hold harmless the Purchaser, its directors and officers, partners, members, managers, employees,
agents, and representatives of such Purchaser and each person, if any, who controls the Purchaser within the meaning of the
Securities Act and the Exchange Act and any agent thereof (collectively, “Indemnified Persons”), to the
fullest extent permitted by applicable law, from and against any losses, claims, damages, liabilities, joint or several,
costs (including reasonable costs of preparation and reasonable attorneys’ fees) and expenses, judgments, fines,
penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings,
whether civil, criminal, administrative or investigative, in which any Indemnified Person may be involved, or is threatened
to be involved, as a party or otherwise, under the Securities Act or otherwise (collectively, “Losses”),
promptly as incurred, arising out of, based upon or resulting from any untrue statement or alleged untrue statement of any
material fact contained in the Resale Shelf (or any amendment or supplement thereto), the related prospectus, or any
amendment or supplement thereto, or arise out of, are based upon or resulting from the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading; provided, however, that the Company shall not be liable
in any such case or to any Indemnified Person to the extent that any such Loss arises out of, is based upon or results from
an untrue statement or alleged untrue statement or omission or alleged omission or so made in reliance upon or in conformity
with information furnished by or on behalf of such Indemnified Person in writing specifically for use in the preparation of
the Resale Shelf, the related prospectus, or any amendment or supplement thereto. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of such Indemnified Person, and shall survive the transfer of
such securities by the Purchaser.


 






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11.       The
Company’s obligation under paragraph (1) of this Exhibit A is subject to the Purchaser’s furnishing to the Company
in writing such information as the Company reasonably requests for use in connection with the Resale Shelf, the related prospectus,
or any amendment or supplement thereto. The Purchaser shall indemnify the Company, its officers, directors, managers, employees,
agents and representatives, and each person who controls the Company (within the meaning of the Securities Act) against any losses,
claims, damages, liabilities and expenses resulting from any untrue statement or alleged untrue statement of material fact contained
in the Resale Shelf, the related prospectus, or any amendment or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such
untrue statement or omission is contained in any information so furnished in writing by such Purchaser expressly for inclusion
in such document; provided that the obligation to indemnify shall be individual, not joint and several, for each Purchaser
and shall be limited to the net amount of proceeds received by such Purchaser from the sale of Registrable Securities pursuant
to the Resale Shelf.


 


12.       The
Company shall cooperate with the Purchaser, to the extent the Registrable Securities become freely tradable, to facilitate the
timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to
be offered pursuant to a Resale Shelf and enable such certificates to be in such denominations or amounts, as the case may be,
as the Purchaser may reasonably request and registered in such names as the Purchaser may request.


 


13.       If
requested by the Purchaser, the Company shall as soon as practicable, subject to any Suspension Notice, (i) incorporate in a prospectus
supplement or post-effective amendment such information as the Purchaser reasonably requests to be included therein relating to
the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable
Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable
Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment
after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement
or make amendments to any Registration Statement if reasonably requested by the Purchaser holding any Registrable Securities.


 






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14.       As
long as the Purchaser shall own Registrable Securities, the Company, at all times while it shall be reporting under the Exchange
Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports
required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act, and to promptly
furnish the Purchaser with true and complete copies of all such filings, unless filed through the SEC’s EDGAR system. The
Company further covenants that it shall take such further action as the Purchaser may reasonably request, all to the extent required
from time to time, to enable the Purchaser to sell the Class A Shares and Warrants held by the Purchaser without registration under
the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including
providing any legal opinions. Upon the request of the Purchaser, the Company shall deliver to the Purchaser a written certification
of a duly authorized officer as to whether it has complied with such requirements.


 


15.       The
rights, duties and obligations of the Purchaser under this Exhibit A may be assigned or delegated by the Purchaser in conjunction
with and to the extent of any permitted transfer or assignment of Registrable Securities by the Purchaser to any permitted transferee
or assignee.


 



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